AION Partners acts as Operating Partner on core-plus, value-add, and opportunistic real estate investments across the U.S. AION operates a $1.5 billion portfolio of office, retail, and multifamily assets located primarily in the New York – Washington D.C. corridor and across the Sunbelt. They target well-located office and retail properties in major gateway markets, and multifamily in the suburban infill locations surrounding them. AION has participated in institutional equity partnerships with Kushner Companies, NorthStar Realty Finance, Related, The Carlyle Group, Lehman Brothers, C-III Capital Partners, China Orient Asset Management, and Clarion Partners. The firm has operated continuously since 2001, investing actively during the downturn caused by the 2007-09 financial crisis.
AION’s multifamily investment arm focuses on workforce housing opportunities in close proximity to employment centers and demand drivers. They typically pursue investments in markets with high populations and job growth, often targeting assets that are non-institutionally managed or neglected by current management. AION currently owns 9,941 multifamily units with a total capitalization of more than $981MM.
AION operates an in-house construction management team that efficiently identifies, bids, and oversees robust capital improvement projects. In addition, they have a centralized accounting team that includes two CPAs with experience in fund management accounting, investor reporting, and audits.http://www.aionpartners.com/
Michael Betancourt is a founding partner and Managing Director of AION Partners. Michael heads the Investment Committee of AION and oversees underwriting of all new transactions. He also dedicates his time to AION’s institutional equity relationships and private investors. At AION, he has purchased over $1.5 billion in real estate across multifamily, office, retail, and development deals. Michael began his real estate career with DCD America in 2001. He has also held positions with Prudential Securities and Shearson Lehman Brothers. Mr. Betancourt is a graduate of Saint Joseph's University with a Bachelor of Science in Finance.
Siraj Dadabhoy has over 20 years of experience in finance and real estate investment. He focuses on AION’s overall investment strategy; new real estate opportunities, global marketing, and capital raising. He has a thorough knowledge of the entire investment lifecycle and maintains a high level of attention to detail throughout the process, from the initial structuring of the deal through the development of the investment thesis and design details. He is also the Chairman of AION Global; an owner, operator and developer of real estate in the U.K. Siraj is a 1988 graduate of Indiana University, with a Bachelor of Science in Accounting and Finance. He is also a qualified Certified Public Accountant.
Victor Cole is a Principal of AION Partners. Victor heads the Investment Team at AION, focusing on new acquisitions and asset management. He personally oversees several of AION’s large assets in the firm’s portfolio. At AION, Victor has purchased close to $1 billion of real estate in office and multifamily deals.
Prior to joining AION, Victor was a member of JPMorgan's Commercial Mortgage Backed Securities group. He previously worked for NorthMarq Capital where he was involved in debt and equity placement on behalf of real estate investor and developer clients. Victor received a Bachelor of Science in Business Administration from Bucknell University and a Graduate Certificate in Real Estate from New York University's Real Estate Institute.
Sean Belfi focuses on new acquisitions and asset management responsibilities across AION’s portfolio. He also structures and oversees equity and debt partnerships. Prior to joining AION, Sean was a Vice President at Citi Private Bank. At Citi, he worked with High Net Worth clients and Institutional clients investing in real estate development projects and real estate funds. Prior to Citi, Sean practiced law in New York. Sean received a Juris Doctor from Brooklyn Law School and a Bachelor of Arts from Georgetown University. He received a Professional Certificate in Real Estate Investment and Finance from New York University Schack Institute of Real Estate. He also holds a Chartered Financial Analyst designation.
|Investment Name||City||State||Units||Acquisition Date||Total Capitalization||NOI at Acquisition||T12 NOI||NOI Increase|
|Cityside at Huntington Metro||Alexandria||VA||569||5/20/2011||$93,000,000||$4,497,435||$5,775,328||28%|
|Adams Run/Park Waverly||Philadelphia||PA||498||7/1/2013||$45,770,324||$2,489,832||$3,083,801||24%|
|Carroll Park||Middle River||MD||157||7/28/2014||$9,860,935||$638,169||874,610||37%|
|Morningside Park||Middle River||MD||128||7/28/2014||$9,781,778||$644,867||$793,631||23%|
|Woodlane Crossing||Edgewater Park||NJ||276||12/10/2015||$20,303,791||$1,246,352||$1,409,389||13%|
|Chateau Ridge||Pine Hills||NJ||255||12/10/2015||$12,244,329||$750,144||$881,818||18%|
|Brook at Colonial Park||Harrisburg||PA||626||12/10/2015||$46,708,136||$2,619,249||$2,842,602||9%|
|The Harrison||New Brunswick||NJ||316||9/29/2016||$60,841,766||$2,893,218||$3,380,034||17%|
|Valley Park Apartments||Bethlehem||PA||276||11/30/2016||$32,973,480||$1,780,653||$1,817,388||2.1%|
|Mulberry Station Apartments||Harrisburg||PA||100||11/30/2016||$9,310,339||$477,170||$574,681||20.4%|
|Canterbury Court Apartments||Philadelphia||PA||173||11/30/2016||$19,245,367||$1,016,196||$1,110,490||9.3%|
|Holly Court Apartments||Pitman||NJ||188||11/30/2016||$20,449,396||$1,069,252||$1,110,837||3.9%|
|Residences of South Hills||Pittsburgh||PA||1,050||3/30/2017||$62,545,549||$3,928,728||-||-|
|Greens at Forest Park||Baltimore||MD||190||5/11/2017||$15,031,252||$841,942||-||-|
|Investment Name||City||State||Units||Acquisition Date||Total Capitalization||NOI at Acquisition||T12 NOI||NOI Increase||Date Sold|
|Serrano||West Palm Beach||FL||192||3/10/2015||$21,600,000||$1,208,528||$1,491,953||24%||6/1/2016|
The Real Estate Company's bio and track record were provided by the Real Estate Company and have not been verified by RealtyMogul or NCPS.
In this transaction, RealtyMogul investors are to invest in Realty Mogul 111, LLC, which is to subsequently invest in AP Lehigh Crossing Venture, LLC, a limited liability company that, through a 100% owned subsidiary, holds title to the Property. The Real Estate Company purchased the Property in December 2017 for $26,100,000 ($123,697/unit). The total project cost is anticipated to be $30,846,522 ($146,192/unit).
The Real Estate Company plans to implement interior and exterior renovations to increase value. The Real Estate Company's capital improvement budget is approximately $4.00 million ($18,994/unit), which is to be allocated as follows: (1) $2,450,600 ($13,391/unit) for interior renovations on 87% of the units; (2) $780,000 ($3,697/unit) for deferred maintenance; (3) $320,000 ($1,517/unit) for general property enhancements; and (4) $457,140 ($2,167/unit) for soft costs, construction management, and a contingency. Approximately 65% of the interior renovations are capitalized to the transaction, while the remainder will come from operating cash flow. Unit interior upgrades will include new cabinets and countertops, plumbing and electrical fixtures, vinyl flooring and carpets (in select units), and new appliances (in select units). Exterior and amenity improvements will consist of a dog park, trash enclosures, gym, lighting package, paint and carpentry. The Real Estate Company plans to renovate 183 units (87% of the Property) over 40 months (4.58 units / month), which they state is a comfortable pace given their track record and in-house construction team. In addition, the Real Estate Company intends to convert 31 two-bedroom/one-bathroom townhomes into three-bedroom/two-bathroom townhomes. An average rent premium of approximately $161/unit/month is being estimated for renovated units.
|Gym Installation in former Laundry Room||$225,000||$1,066|
|Exterior LED Lighting Upgrades||$50,000||$237|
|Bring Non-Revenue Units Back Online||$5,000||$24|
|Base Building Capital / Deferred Maintenance Items||Cost||Cost/Unit|
|Cabinets, counters, plumbing, electrical, flooring, carpet, appliances||$2,450,600||$11,614|
Debt was provided by Freddie Mac, a lender that the Real Estate Company has worked with previously.
|Unit Type||# of Units||% of Total||Unit (SF)||Total SF||Rent/Unit||Rent/SF|
|1 Bed, 1 Bath||52||25%||605||31,460||$997||$1.65|
|2 Bed, 1 Bath||10||5%||960||9,600||$1,294||$1.35|
|3 Bed, 1 Bath||10||5%||1,050||10,500||$1,432||$1.36|
|3 Bed, 2 Bath||119||56%||1,120||133,280||$1,510||$1.35|
|4 Bed, 2 Bath||20||9%||1,400||28,000||$1,617||$1.16|
This will be RealtyMogul's third investment with the Real Estate Company, following Greens at Forest Park and Burlington Court Apartments.
RealtyMogul, along with AION Partners (the "Real Estate Company"), is providing the opportunity to invest in the acquisition of 1416 Livingston Street (the "Property"), a 211-unit multifamily asset located in a gentrifying neighborhood of Bethlehem, PA.
The primary objective of this investment is to acquire the Property, perform modest interior and exterior renovations to capture rental increases, then sell the Property within approximately five (5) years. The Real Estate Company sees this investment as an opportunity to capitalize on a well-located asset, in a gentrifying region, that exhibits high occupancy and favorable fundamentals to support the targeted renovation plan.
|Unit Type||# of Units||% of Total||Unit (SF)||Total SF||Rent/Unit||Rent/SF|
|1 Bed, 1 Bath||52||25%||605||31,460||$836||$1.38|
|2 Bed, 1 Bath||41||19%||960||39,360||$1,133||$1.18|
|3 Bed, 1 Bath||10||5%||1,050||10,500||$1,271||$1.21|
|3 Bed, 2 Bath||88||42%||1,120||98,560||$1,348||$1.20|
|4 Bed, 2 Bath||20||9%||1,400||28,000||$1,456||$1.04|
|Bridle Path Woods||Bethlehem Fields||Pointe North||Woodmont Mews||Northfield Apartments||Total/Averages||Subject (Post Renovation)|
|Average SF (per unit)||1,035||1,039||1,067||1,162||1,010||1,063||1,009|
|Distance from Subject||3.8 mi||3.8 mi||5.5 mi||3.7 mi||2.3 mi||3.82 mi|
|Madison Reed Farm||Madison Exeter||Madison Wynnewood Park||Valley Park Apartments||The Lakes||Total/Averages||Subject|
|# of Units||242||311||288||276||235||270||211|
|Average SF (per unit)||1,035||1,084||870||756||1,200||989||1,009|
|Distance from Subject||41.4 mi||43.9 mi||47.3 mi||5.1 mi||12.8 mi||30.1 mi|
*Lease and Sale Comparable information provided by Axiometrics, CoStar, Real Capital Analytics, and a CBRE Appraisal.
The Property is located along Pembroke Road/Freemansburg Avenue, 1.5 miles east of CBD Bethlehem, six miles east of CBD Allentown, and four miles east of Easton, PA. The Property is convenient to I-78, US Route 22, US Route 33, and I-476, which collectively comprise a regional transportation network providing access throughout the Lehigh Valley and to most of the U.S. Eastern Seaboard. The Property is also located 80 miles west of New York City and approximately 71 miles northwest of Philadelphia.
Per CoStar, recent changes to a tax program designed to encourage development in Bethlehem have spurred heavier than normal construction. While it is still too soon to determine if Bethlehem can reinvent itself the way its neighbor Allentown did, there are signs of optimism. Multifamily construction has picked up after a slow start, and recent deliveries are leasing quickly. Vacancies remain tight, rent growth has been solid, and the level of apartment sales has been above historical norms.
|Distance from Property||1 Mile||3 Miles||5 Miles|
|Expected Growth (2017-2022)||0.84%||0.52%||1.15%|
|Median Household Income (2017)||$51,590||$56,741||$59,825|
|Median Home Value (2017)||$169,975||$195,807||$206,369|
*Demographic information was obtained from CoStar.
|Sources of Funds||Cost|
|Total Sources of Funds||$30,846,522|
|Uses of Funds||Cost|
|LIBOR Cap Fee||$20,838|
|Total Uses of Funds||$30,846,522|
The underwritten terms of the debt financing are as follows:
- Lender: Freddie Mac
- Loan Type: Permanent / Senior
- Recourse: Non-recourse (Standard Carveouts)
- Loan Amount: $21,500,000 ($101,896/SF)
- Lender Reserves: $3,150,030 ($14,929/SF)
- Interest Rate: 2.38% + 1-Month LIBOR
- Loan to Value: 82.4%
- Loan to Value (Net of Future Funding): 70.3%
- Loan to Cost: 69.7%
- Term: 60 Months
- Interest Only: 60 Months
- Amortization: N/A
- Prepayment: 5.0% (Year 1), 4.0% (Year 2), 3.0% (Year 3), 2.0% (Year 4), 1.0% (Year 5)
*All rates and terms of the debt financing are subject to lender approval, including but not limited to possible increases in capital reserve requirements for funds to be held in a lender controlled capital reserve account.
AP Lehigh Crossing Venture, LLC intends to make distributions of all available cash and capital proceeds to investors (Realty Mogul 111, LLC, Other LP Equity, and Real Estate Company, collectively, the "Members") as follows:
- First, to all Members with unreturned Capital Contributions pro rata (in proportion to their relative unreturned Capital Contributions), until such time as aggregate distributions provide Members a nine percent (9%) annual return, compounded monthly, on their unreturned Capital Contributions;
- Second, to all Members with unreturned Capital Contributions pro rata (in proportion to their unreturned Capital Contributions) until the Members have received a return of the aggregate amount of their Capital Contributions; and
- Third, twenty-five percent (25.0%) to the Manager, and seventy-five percent (75.0%) to all Members pro rata.
Note that these distributions will occur after the payment of the Company's liabilities (loan payments, operating expenses and other fees as set forth in the LLC agreement, in addition to any member loans or returns due on member loans).
Realty Mogul 111, LLC will distribute 100% of its share of excess cash flow (after expenses and fees) to the members of Realty Mogul 111, LLC (the RealtyMogul.com investors).
Distributions are expected to start in September 2018 and are expected to continue on a quarterly basis thereafter. These distributions are at the discretion of the Real Estate Company, who may decide to delay distributions for any reason, including maintenance or capital reserves.
|Year 1||Year 2||Year 3||Year 4||Year 5|
|Effective Gross Revenue||$||$||$||$||$|
|Total Operating Expenses||$||$||$||$||$|
|Net Operating Income||$||$||$||$||$|
|Distributions to Realty Mogul 111, LLC Investors||$||$||$||$||$XXXX|
|Year 0||Year 1||Year 2||Year 3||Year 4||Year 5|
|Targeted Distributions to Investor||($)||$||$||$||$||$XXXX|
|Type of Fee||Amount of Fee||Received By||Paid From||Notes|
|Acquisition Fee||$261,000||Real Estate Company||Capitalized Equity Contribution||1.0% of Property purchase price|
|Broker-Dealer Fee||$80,000||North Capital 1||Real Estate Company|
|Type of Fee||Amount of Fee||Received By||Paid From||Notes|
|Property Management Fee||2.75% of Effective Gross Income||AION Management||Distributable Cash||Real Estate Company Affiliate|
|Construction Management Fee||5.0% of Hard Costs||Real Estate Company||Capitalized CapEx Budget|
|Asset Management Fee||1.25% of Effective Gross Income||Real Estate Company||Distributable Cash|
|Management and Administrative Fee||1.0% of amount invested in Realty Mogul 111, LLC||RM Manager, LLC||Distributable Cash||RM Manager, LLC is the Manager of Realty Mogul 111, LLC and a wholly-owned subsidiary of Realty Mogul, Co.2|
1) Certain employees of Realty Mogul, Co. are registered representatives of, and are paid commissions by, North Capital Private Securities Corp., a Delaware corporation ("North Capital"). In addition, North Capital pays a technology provider services fee to Realty Mogul, Co. for licensing and access to certain technology, reporting, communications, branding, entity formation and administrative services performed from time to time by Realty Mogul, Co., and North Capital and Realty Mogul, Co. are parties to a profit sharing arrangement.
2) Fees may be deferred to reduce impact to investor distributions.
The above presentation is based upon information supplied by the Real Estate Company or others. Realty Mogul, Co., RM Manager, LLC, and Realty Mogul 111, LLC, along with their respective affiliates, officers, directors or representatives (the "RM Parties") hereby advise you that none of them has independently confirmed or verified any of the information contained herein. The RM Parties further make no representations as to the accuracy or completeness of any such information and undertake no obligation now or in the future to update or correct this presentation or any information contained herein.
Investors should not rely on any forward-looking statements made regarding this opportunity, because such statements are inherently uncertain and involve risks. We use words such as “anticipated”, “projected”, “forecasted”, “estimated”, “prospective”, “believes”, “expects”, “plans”, “future”, “intends”, “should”, “can”, “could”, “might”, “potential”, “continue”, “may”, “will” and similar expressions to identify these forward-looking statements.
Non-Transferability of Securities
The transferability of membership interests in The Company are restricted both by the operating agreement for that entity and by U.S. federal and state securities laws. In general, investors will not be able to sell or transfer their interests. There is also no public market for the investment interests and none is expected to be available in the future. Moreover, the estimated investment holding period described herein is only a projection, and there can be no assurance when or if an investment may be liquidated. Persons should not invest if they require any of their investment to be liquid. This is particularly important for persons of retirement age, who should plan carefully to assure that their assets last throughout retirement.
Capital Call Risk
The amount of capital that may be required by the Target from the Company is unknown, and although the Target does not require that the Company and its members contribute additional capital to it, it may from time to time request additional funds in the form of loans or sell additional equity. The Company does not intend to participate in a capital call if one is requested by the Target, and in such event the manager of the Target may accept additional contributions from other members of Target or from new members. In the event that the manager of Target advances any capital on behalf of the Company, it will be deemed to be a manager loan at an interest rate that cannot be determined at this time. Amounts that are contributed by existing or new members will be deemed to be additional capital contributions, in which case the Company's interest in Target will potentially suffer a proportionate amount of dilution.
Interest-Only Loan Period
The Target is expected to obtain a senior loan (the “Loan”) to, in part, acquire the apartment community. The Loan is anticipated to have an interest-only period during the first five years of the loan term, which means that there will be no reduction in the principal balance during that interest-only period.
The above is not intended to be a full discussion of all the risks of this investment. Please see the Risk Factors in the Issuer Document Package for a discussion of additional risks. The above presentation is based upon information supplied by the Sponsor and others. Realty Mogul, Co., RM Manager, LLC, and The Company, along with their respective affiliates, officers, directors or representatives (the "RM Parties") hereby advise you that none of them has independently confirmed or verified any of the information contained herein. The RM Parties further make no representations as to the accuracy or completeness of any such information and undertake no obligation now or in the future to update or correct this presentation or any information contained herein.
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